On July 17, 2019 Delcath Systems, Inc. ("Delcath," the "Company", "we", "our" or "us" (OTCPK: DCTH) reported that it has closed on its previously announced private placement with gross proceeds of $20 million at a combined price of $1,000 per Unit (Press release, Delcath Systems, JUL 17, 2019, View Source [SID1234537659]). Each Unit consists of one preferred share initially convertible into 16,667 shares of common stock at an initial conversion price of $0.06 per share and a common stock purchase warrant. Each whole warrant entitles the holder to purchase one share of common stock at an initial exercise price of $0.06 for a period of five years from the date of the Company’s anticipated reverse stock split.

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Commenting on the announcement, Jennifer K. Simpson, Ph.D., MSN, CRNP President and CEO of Delcath, said, "This capital investment is our most significant financing in two years. With this transaction we have positioned the Company to complete enrollment for the Registration trial in ocular melanoma liver metastases, which we believe may be able to release top line data in 2020. We have worked very closely with fundamental investors who believe in our therapy and the potential it represents in ocular melanoma."

Roth Capital Partners acted as the sole placement agent for the offering. After the placement agent fees and estimated offering expenses payable by the Company, the Company has received net proceeds of approximately $18.35 million. The offering closed on July 15, 2019.

The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended or applicable under state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-1 with the Securities and Exchange Commission by August 21, 2019 for purposes of registering the resale of the shares of common stock issuable upon conversion of the preferred shares and upon exercise of the warrants issued in the private placement.

This notice does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such state. Any offering of the securities under the resale registration statement will only be by means of a prospectus.

On July 22, 2019 Anixa Biosciences, Inc. (NASDAQ: ANIX), a biotechnology company focused on harnessing the body’s immune system to fight cancer, reported that it is partnering with the VA Maryland Health Care System’s Baltimore VA Medical Center and the Baltimore Research and Education Foundation, a non-profit affiliate, in its ongoing prostate cancer Cchek study (Press release, Anixa Biosciences, JUL 22, 2019, View Source [SID1234537644]). Led by Dr. Minhaj Siddiqui, chief of Urology at the VA Maryland Health Care System and Associate Professor and Director of Urologic Oncology and Robotic Surgery at the University of Maryland School of Medicine, study enrollment is expected to begin in August of this year and will include men who are at risk for prostate cancer in a yearlong study that seeks to advance the Check liquid biopsy for prostate cancer.

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"We are pleased to be working with Dr. Siddiqui and the VA Maryland Health Care System as we continue development of our artificial intelligence based prostate cancer liquid biopsy," stated Dr. Amit Kumar, President and CEO of Anixa.

On July 22, 2019 Cerus Corporation (Nasdaq:CERS) reported that its second quarter 2019 results will be released on Thursday, August 1, 2019, after the close of the stock market (Press release, Cerus, JUL 22, 2019, View Source [SID1234537645]). The company will host a conference call and webcast at 4:30 P.M. ET that afternoon, during which management will discuss the Company’s financial results and provide a general business overview and outlook.

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To access the live webcast, please visit the Investor Relations page of the Cerus website at View Source Alternatively, you may access the live conference call by dialing (866) 235-9006 (U.S.) or (631) 291-4549 (international).

A replay will be available on the company’s website, or by dialing (855) 859-2056 (U.S.) or (404) 537-3406 (international) and entering conference ID number 2898719. The replay will be available approximately three hours after the call through August 15, 2019.

On July 22nd, 2019, Mateon Therapeutics, Inc., a Delaware corporation (the "Company") reported that it entered into a note purchase agreement (the "Note Purchase Agreement") with PointR Data, Inc. Pursuant to the Note Purchase Agreement, the Company issued a convertible promissory note (the "Convertible Note") to PointR Data, Inc. in the principal amount of $200,000 (Press release, Mateon Therapeutics, JUL 22, 2019, View Source [SID1234537694]). PointR Data is developing Artificial Intelligence/Deep Learning Platform for multiple business verticals including life sciences.

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The Convertible Note bears interest at a rate of 8% per annum. Interest payments are due monthly on the 15th day of each calendar month (or the next business day thereafter), and are payable, at the option of the Holder, either in cash or in shares of the Company’s common stock, par value $0.01 per share (the "Common Stock"), valued at the closing price of the Common Stock on the principal market on which the Common Stock is either traded or quoted at such time.

The Convertible Note is due and payable on demand by the holder (a) at any time after January 1, 2020 or (b) upon the occurrence of an Event of Default (as defined in the Convertible Note and the Note Purchase Agreement). The Company can prepay the Convertible Note upon notice to the holder without penalty.

All amounts outstanding under the Convertible Note will be automatically be converted into the Company’s securities issued in next equity financing raising gross proceeds of $10 million or more (a "Qualified Financing") at the price per share paid by investors in the Qualified Financing.

The Convertible Note and the Note Purchase Agreement contain customary Events of Default, including nonpayment, breach of warranty or covenant, and bankruptcy. In addition, the Convertible Note is being issued in connection with the preliminary evaluation of the Company’s acquisition of PointR Data, Inc. Discussion are in the early states and there are no definitive agreements or arrangements in place for any such acquisition at this time. It is an Event of Default under the Note Purchase Agreement, and PointR Data, Inc. shall have the right to demand repayment of the Convertible Promissory Note, if the Company ceases to negotiate in good faith for a potential acquisition of PointR Data, Inc.

The Company’s payment obligations under the Convertible Note are secured by certain MRI imaging data and related information (the "Subject Data"). Effective upon an Event of Default, in addition to any other remedies available to PointR Data, Inc. the Company will automatically grant PointR Data, Inc. a perpetual, irrevocable, world-wide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to use the Subject Data. The license granted to Holder pursuant to this Section 7 shall survive the termination or repayment of this Note (but shall only be effective from and after the occurrence of an Event of Default).

On July 22, 2019, under the terms of the Note Purchase Agreement, the Company issued a $200,000 principal amount Convertible Note to PointR Data, Inc.

Additional information on the terms of the Convertible Note, including the interest rate, payment terms, conversion rights and events of default, is contained in Item 1.01 of this Current Report on Form 8-K, and is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

On July 22, 2019, the Company issued a $200,000 principal amount Convertible Note to PointR Data, Inc.

The Convertible Note was issued in reliance upon the exemption from registration requirements pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, the rules promulgated thereunder and pursuant to applicable state securities laws and regulations.

References to Agreements

The descriptions of the Note Purchase Agreement and the Convertible Note in this report do not purport to be complete and are qualified in their entirety by reference to the forms of Note Purchase Agreement and Convertible Note, which are attached as Exhibits to this Current Report on Form 8-K, and each of which is incorporated herein by reference.

The agreements have been included to provide investors and stockholders with information regarding their respective terms. Those agreements are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in those agreements were made only for purposes of those agreements and as of specific dates, were solely for the benefit of the parties to those agreements, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under any of the agreements and should not rely on the representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the agreements, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

On July 22, 2019 Genmab A/S (CSE: GEN, Nasdaq: GMAB) reported the closing of its initial public offering of American Depositary Shares ("ADSs") in the United States (the "Offering") and the increase of its share capital by 2,850,000 ordinary shares as a consequence of the issuance of 2,850,000 ordinary shares (the "New Shares") with a nominal value of DKK 1 per share in the form of 28,500,000 ADSs in the Offering (Press release, Genmab, JUL 22, 2019, View Source [SID1234537646]). The subscription price of DKK 1,181.80 per New Share equals the public offering price of $17.75 per ADS at the U.S. dollar/DKK exchange rate of DKK 6.6580 per US$1.00 on July 17, 2019, multiplied by the ADS-to-share ratio of ten-to-one, and the gross total proceeds from the issuance of the New Shares amounts to US$505,875,000 (DKK 3,368.1 million).

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As previously announced, on July 18, 2019, BofA Merrill Lynch, Morgan Stanley and Jefferies, as representatives of the several underwriters, notified Genmab of the underwriters’ exercise in full of their option to purchase up to an additional 4,275,000 additional ADSs, representing 427,500 ordinary shares (the "Option Shares"), to cover any over-allotments (the "Option") at the price of $17.75 per ADS, corresponding to a subscription price of DKK 1,181.80 per Option Share at the U.S. dollar/DKK exchange rate of DKK 6.6580 per US$1.00 on July 17, 2019, multiplied by the ADS-to-share ratio of ten-to-one. The Option is expected to close on July 23, 2019.

Following the registration of the New Shares today with the Danish Business Authority, Genmab’s share capital amounts to DKK 64,540,143 divided into 64,540,143 ordinary shares with a nominal value of DKK 1 each and following the registration of the Option Shares on July 23, 2019 (or early thereafter), Genmab’s share capital will amount to DKK 64,967,643 divided into 64,967,643 ordinary shares with a nominal value of DKK 1 each. The New Shares account for 4.4% of Genmab’s total share capital and after the closing of the Option, the New Shares and the Option Shares together will account for 5.0% of Genmab’s total share capital.

The New Shares and the Option Shares rank pari passu with Genmab’s existing shares and carry the same dividend and other rights. Each New Share and Option Share carries one vote at Genmab’s general meetings. Genmab only has one class of shares. The ADSs do not carry the same rights as Genmab’s ordinary shares and are not entitled to receive a dividend or vote as ordinary shares, except to the extent provided for through the depositary as record holder of the ordinary shares underlying the ADSs as set forth in the deposit agreement governing the ADSs.

Genmab’s ordinary shares are currently listed on Nasdaq Copenhagen under the symbol "GEN" and the ADSs are listed on the Nasdaq Global Select Market under the symbol "GMAB." We have requested that Nasdaq Copenhagen change the symbol for our ordinary shares from "GEN" to "GMAB" to become effective in connection with the admission to trading of the New Shares on Nasdaq Copenhagen, expected to occur on July 23, 2019. The New Shares have been issued today and are expected to be admitted to trading and official listing on Nasdaq Copenhagen on July 23, 2019 with the permanent ISIN code DK0010272202.

The amendments to Genmab’s articles of association as a consequence of the registration of the New Shares have been registered today with the Danish Business Authority and have been published on Genmab’s website.

The registration statement on Form F-1 relating to the Offering was declared effective by the U.S. Securities and Exchange Commission on July 17, 2019.

BofA Merrill Lynch, Morgan Stanley and Jefferies acted as joint book-running managers for the Offering. Guggenheim Securities and RBC Capital Markets acted as joint lead-managers and Danske Markets, H.C. Wainwright & Co. and Kempen acted as co-managers for the Offering. A copy of the final prospectus relating to the Offering may be obtained from BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Prospectus Department, or by email: [email protected]; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; or Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone: 1-877-821-7388, or by email: [email protected]. Copies of the final prospectus related to the Offering are also available at www.sec.gov. No Danish prospectus was issued or offered.

This Company Announcement does not constitute an offer to sell nor a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.